GENESCO INC Stock Compensation Disclosure

Note 14

Share-Based Compensation Plans

We have a share-based compensation plan, the 2020 Plan, which became effective June 25, 2020. Under the 2020 Plan, we may grant non-qualified stock options, RSAs, RSUs and PSUs and other stock-based awards to our key employees, non-employee directors and consultants for up to 1.8 million shares of common stock. Under the 2020 Plan, as amended and restated on June 26, 2025, June 25, 2024 and June 22, 2023, an additional 0.3 million shares, 0.6 million shares and 0.5 million shares of common stock, respectively, were authorized for such grants. Outstanding PSUs are subject to performance conditions that include either total Company performance metrics or business unit performance metrics along with a requirement that a recipient's service with the Company continue through the end of the performance period. The fair value of RSAs, RSUs and PSUs is determined based on the closing price of our common stock on the date of grant. Forfeitures for these awards are recognized as they occur. The 2020 Plan replaced our Second Amended and Restated 2009 Equity Incentive Plan (the “2009 Plan”). There will be no future awards under the 2009 Plan.

Stock Options and Cash Incentive Plans

Under both the 2009 and 2020 Plans, the exercise price of each stock option equals the market price of our stock on the date of grant, and an option’s maximum term is 10 years. Stock options granted under both plans primarily vest 25% per year over four years. We did not capitalize any share-based compensation expense.

Note 14

Share-Based Compensation Plans, Continued

In addition, we established the 2020 Restricted Cash Incentive Program (the “2020 Program”) in Fiscal 2021 and adopted the 2024 Restricted Cash Program in Fiscal 2025 (the "2024 Program" and collectively with the 2020 Program, the "Programs") to attract and retain executive officers and key employees. Officers and employees of the Company or its subsidiaries are eligible to receive grants under the Programs. Total cash of $5.6 million and $5.0 million was granted in Fiscal 2026 and Fiscal 2025, respectively, under the 2024 Program. Cash granted under the 2024 Program will primarily vest 33% per year over three years. Total cash of $2.7 million was granted in June 2020 under the 2020 Program that vested 25% per year over four years. The compensation paid under the Programs is taxable and subject to applicable tax withholding requirements. Compensation expense recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for these cash grants was $2.8 million, $1.6 million and $0.5 million for Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively.

Restricted Stock Incentive Plans

Director Restricted Stock

The 2020 Plan permits grants to non-employee directors on such terms as the Board of Directors may approve. Restricted stock awards were made to independent directors on the date of the annual meeting of shareholders in each of Fiscal 2026, 2025 and 2024. The shares granted in each award vested on the earlier of the first anniversary of the grant date and the date of the next annual meeting of shareholders, subject to the director's continued service through that date. The grants for Fiscal 2026, Fiscal 2025 and Fiscal 2024 were valued at $120,000 per director. For Fiscal 2026, 2025 and 2024, we issued 43,144 shares, 36,320 shares and 37,264 shares, respectively, of director restricted stock. In addition, we issued 1,020 shares to newly elected directors in Fiscal 2024. We did not issue any shares to new directors in Fiscal 2026 or Fiscal 2025. We recognized $0.9 million, $0.9 million and $1.0 million of director restricted stock related share-based compensation in Fiscal 2026, 2025 and 2024 in selling and administrative expenses in the accompanying Consolidated Statements of Operations.

Employee Restricted Stock Awards and Units

Under the 2020 Plan, we issued 142,258 shares, 300,157 shares and 256,866 shares of RSAs in Fiscal 2026, 2025 and 2024, respectively. Shares of RSAs issued in Fiscal 2026, 2025 and 2024 primarily vest 33% per year over three years, provided that on such date the grantee has remained continuously employed by the Company since the date of grant. Under the original 2020 Plan, restricted share grants depleted the shares available for future grants at a ratio of 1.72 shares per restricted share granted. Under the 2020 Plan, as amended and restated, restricted share grants made (i) after March 24, 2023 and on or before March 31, 2024, deplete the shares available for future grants at a ratio of 1.52 shares per restricted share granted, (ii) after March 31, 2024 and on or before April 15, 2025, deplete shares available for future grants at a ratio of 1.35 shares per restricted share granted and (iii) after April 15, 2025 deplete the shares available for future grants at a ratio of 1.51 shares per restricted share granted.

Additionally, we issued 920, 1,065 and 878 RSUs in Fiscal 2026, 2025 and 2024, respectively, to certain employees at no cost that vest over three years. The fair value of RSAs and RSUs is charged against income as compensation expense over the vesting period. Compensation expense recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for these shares was $8.7 million, $10.7 million and $12.6 million for Fiscal 2026, 2025 and 2024, respectively.

Note 14

Share-Based Compensation Plans, Continued

The number of restricted stock awards issued on the date the stock awards vest is net of shares withheld to satisfy the minimum statutory tax withholding requirements, which we pay on behalf of our employees. Although shares withheld are not issued, they are treated similar to common stock repurchases as they reduce the number of shares that would have been issued upon vesting.

As of January 31, 2026, we had $7.8 million of total unrecognized compensation expense related to nonvested RSAs discussed above. That cost is expected to be recognized over a weighted average period of 1.55 years.

Performance-Based Share Units

In Fiscal 2026, 2025 and 2024, we granted 171,503 PSUs, 153,602 PSUs and 96,866 PSUs, respectively, (assuming target level achievement) to certain members of senior management. The actual number of shares that will be issued will be based on actual performance and can range from 50% to 200% or result in 0% of the shares granted. Performance conditions include both total Company and business unit performance metrics along with a requirement that a recipient's service with the Company continue through the end of the performance period. Compensation expense for PSUs, net of forfeitures, is recognized on a straight-line basis over the requisite service period and is updated for our expected performance level against performance goals at the end of each reporting period, which involves judgment as to the achievement of those goals. If performance goals are achieved, the PSUs will be issued based on the achievement level and will cliff vest in full at the end of the three-year performance period. Any portion of the PSUs that are not earned by the end of the three year period will be forfeited. Under the 2020 Plan, as amended and restated, PSUs granted in Fiscal 2026 deplete the shares available for future

Note 14

Share-Based Compensation Plans, Continued

grants at a ratio of 1.51 shares per PSU granted, PSUs granted in Fiscal 2025 deplete the shares available for future grants at a ratio of 1.35 shares per PSU granted and PSUs granted in Fiscal 2024 deplete the shares available for future grants at a ratio of 1.52 shares per PSU granted. During the twelve months ended January 31, 2026, we estimated the probable outcome of the performance goals for each PSU grant and the corresponding expense for the year ended January 31, 2026 is reflected in PSU compensation expense. Compensation expense recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for PSUs was $2.6 million, $1.3 million and $0.3 million for Fiscal 2026, 2025 and 2024, respectively.

As of January 31, 2026, we had $4.9 million of total unrecognized compensation expense related to non-vested PSUs discussed above. That cost is expected to be recognized over a weighted average period of 1.86 years. There were no modifications to PSUs in Fiscal 2026. No shares vested in the periods ended January 31, 2026, February 1, 2025 or February 3, 2024.